crnc-20251223

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2025

________________________________________________________

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

________________________________________________________

Delaware

001-39030

83-4177087

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

25 Mall Road,

Suite 416

Burlington, Massachusetts

01803

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857)362-7300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

CRNC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On December 23, 2025, the Company entered into privately negotiated transactions with certain holders of its 1.50% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which the Company agreed to repurchase $30 million aggregate principal amount of Notes from such holders at a cash repurchase price equal to 92% of their principal amount, together with the accrued and unpaid interest thereon to (but not including) the settlement date. The Company intends to cancel the repurchased Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Cerence Inc.

Date: December 29, 2025	By:	/s/ Jennifer Salinas
		Name: Jennifer Salinas
		Title: Executive Vice President, Chief Administrative Officer & General Counsel

Cerence Inc. filed SEC Form 8-K: Other Events